UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 18, 2006
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GAMESTOP CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-32637 20-2733559
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(Commission File Number) (IRS Employer Identification No.)
625 Westport Parkway, Grapevine, Texas 76051
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(Address of Principal Executive Offices) (Zip Code)
(817) 424-2000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02 and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
On May 18, 2006, GameStop Corp. (the "Company") issued a press release
announcing its financial results for the fiscal quarter ended April 29, 2006. A
copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01. Other Events.
On May 18, 2006, the Company announced the commencement of the exchange
offer of its and GameStop, Inc.'s $300,000,000 Senior Floating Rate Notes due
2011 and $650,000,000 8% Senior Notes due 2012, each registered under the
Securities Act of 1933, as amended, for all of its and GameStop, Inc.'s
outstanding $300,000,000 Senior Floating Rate Notes due 2011 and $650,000,000 8%
Senior Notes due 2012 sold on September 28, 2005 pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended. The exchange offer
will expire at 5:00 p.m. New York City time on June 16, 2006, unless extended.
The Company also announced that its Board of Directors has authorized the
buyback of up to an aggregate of $100,000,000 of its Senior Floating Rate Notes
and Senior Notes. The timing and amount of the repurchases will be determined by
the Company's management based on their evaluation of market conditions and
other factors. In addition, the repurchases may be suspended or discontinued at
any time.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued by GameStop Corp., dated May 18, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GAMESTOP CORP.
Date: May 18, 2006 By: /s/ David W. Carlson
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David W. Carlson
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of GameStop Corp., dated May 18, 2006.
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